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IN THE UNITED STATES DISTRICT COURTFOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA
c/o Department of Justice
Washington, D.C. 20530,

COMPLAINT FOR CIVIL PENALTIES FOR VIOLATION OF PREMERGERREPORTING REQUIREMENTS OF THE HART-SCQTT-RODINO ACT

The United States of America, Plaintiff, by its attorneys, acting under the
direction of the Attorney General of the United States and at the request of the
Federal Trade Commission, brings this civil action to obtain monetary relief in the
form of civil penalties against the Defendants named herein, and alleges as follows:

JURISDICTION AND VENUE

1. This Complaint is filed and these proceedings are instituted under Section 7A of
the Clayton Act, 15 U.S.C. § 18a, commonly known as Title II of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 ("HSR Act"), to recover civil penalties for violations
of the
HSR Act.

2. This Court has jurisdiction over the Defendants and over the subject matter of this
action pursuant to Section 7A(g) of the Clayton Act, 15 U.S.C. § 18a(g), and 28 U.S.C. §§
1331,
1337(a), 1345, and 1355.

3. Venue in this District is proper pursuant to 28 U.S.C. §§ 1391(b),
1391(c),
1395(a). Venue is also proper by virtue of the Defendants' consents, in the
Stipulation relating
hereto, to the maintenance of this action in this District.

THE DEFENDANTS

4. Defendant Input/Output, Inc. ("Input/Output") is a Delaware corporation
headquartered in Stafford, Texas. Input/Output manufactures and markets seismic
data
acquisition systems and related equipment for ocean bottom exploration. At all
times relevant to
this complaint, Input/Output had annual net sales or total assets in excess of $100
million.

5. The Laitram Corporation ("Laitram") is a Louisiana corporation headquartered in
Harahan, Louisiana and is controlled by James M. Lapeyre ("Lapeyre"). Lapeyre is
the ultimate
parent entity, within the meaning of 16 C.F.R § 801.1(b)(l), of Laitram. Laitram
owned 100%
of the outstanding voting securities of DigiCOURSE, Inc. ("DigiCOURSE"). At all
times
relevant to this complaint, Lapeyre, through his interest in Laitram, had annual net
sales or total
assets in excess of $100 million.

OTHER ENTITIES

6. DigiCOURSE, a Louisiana corporation, is the sole manufacturer of cable
positioning systems, which consist of devices, such as "birds" and acoustic
transponders, that are
integral to the effective operation of seismic data acquisition systems.

7. Input/Output Marine, Inc., ("Input/Output Marine") is a Louisiana corporation,
and is a wholly-owned subsidiary of Input/Output.

THE HART-SCOTT-RODINO ACT AND RULES

8. The HSR Act requires certain acquiring persons and certain persons whose voting
securities or assets will be acquired ("acquired persons") to file notifications with the
Department
of Justice and the Federal Trade Commission and to observe a designated waiting
period before
consummating certain acquisitions of voting securities or assets. 15 U.S.C. § 18a(a)
and (b).
The notification and waiting period are intended to give the federal antitrust
agencies prior notice
of and information about proposed transactions. The waiting period provides the
antitrust
agencies with an opportunity to investigate proposed transactions and to determine
whether to
seek an injunction to prevent the consummation of transactions that may violate the
antitrust
laws.

9. The notification and waiting period requirements of the HSR Act apply to direct
or indirect acquisitions when the Act's size-of-person and commerce tests are met
and, inter alia,
as a result of such acquisition, an acquiring person would hold an aggregate total
amount of the
voting securities and assets of an acquired person in excess of $15 million.

10. Section 801.1(c)(l) of the Premerger Notification Rules, 16 C.F.R. § 800 et seq.
("HSR Rules"), defines "hold" to mean to have "beneficial ownership." The Statement
of Basis
and Purpose that accompanied the issuance of § 801.1(c)(l), 43 Fed. Reg. 33458, states
that "the
existence of beneficial ownership is determined in the context of the particular case
with
reference to the person or persons that enjoy the indicia of beneficial ownership."

11. Where an acquisition is subject to the HSR Act, the acquiring person and the
acquired person are each obligated by the HSR Act and HSR Rules to file
preacquisition
Notification and Report Forms with the Federal Trade Commission and the
Department of
Justice and to observe the required waiting period before consummating the
acquisition. The
filing may be made by the ultimate parent entity or by any entity included within
the person. 15
U.S.C. § 18a(a)-(b), (d)-(e); 16 C.F.R. § 803.2(a).

12. Any person who fails to comply with any provision of the HSR Act is liable to the
United States for a civil penalty for each day during which that person is in
violation. The
maximum amount of civil penalty is $10,000 per day through November 19, 1996,
pursuant to
Section 7A(g)(l) of the Clayton Act, 15 U.S.C. § 18a(g)(l), and $11,000 per day
thereafter,
pursuant to the Debt Collection Improvement Act of 1996, Pub. L. 104-134, §
31001(s)
(amending the Federal Civil Penalties Inflation Adjustment Act of 1990, 28 U.S.C. §
2461 note),
and Federal Trade Commission Rule 1.98, 16 C.F.R § 1.98.

VIOLATION ALLEGED

13. On September 30, 1998, Input/Output, Laitram, and DigiCOURSE executed an
Agreement and Plan of Merger ("Agreement"). Pursuant to the Agreement,
Input/Output,
through its acquisition subsidiary Input/Output Marine, would acquire 100% of the
outstanding
voting securities of DigiCOURSE. In consideration, Laitram would acquire 5,794,000
shares, or
approximately 11.5%, of the outstanding voting securities of Input/Output, valued at
approximately $46 million as of September 30,1998. Each party filed its required
notifications
as both acquiring and acquired persons with the Department of Justice and the Federal
Trade
Commission on October 14, 1998.

14. Executing the Agreement transferred some of the indicia of beneficial ownership,
including risk of loss, benefit of gain, and the ability to dispose of the business, but did
not by
itself transfer beneficial ownership of DigiCOURSE to Input/Output.

15. Additional indicia were transferred when Input/Output began to exercise
operational control over DigiCOURSE's business no later than October 10, 1998, by
installing a
new management team to operate Input/Output Marine, which included both the
existing marine
operations of Input/Output and all operations of DigiCOURSE. Input/Output's exercise
of
operational control over DigiCOURSE's business was evidenced by:

Input/Output circulated on October 10,1998, an internal memorandum
announcing the reorganization of Input/Output into product-based divisions,
effective
immediately. Managers of the newly structured Input/Output Marine managed
all
operations of DigiCOURSE and the existing marine operation of Input/Output.
Roy
Kelm, President of DigiCOURSE, P.J. Peek, Marketing Director of DigiCOURSE,
and
David Miner, Manager of Technology Marketing of DigiCOURSE were assigned
to
positions and titles within Input/Output The newly structured Input/Output
Marine was
led by Roy Kelm as President of the Division. P.J. Peek became Vice President of
Marketing and Sales, and David Miner became Technical Marketing Director.
Each was
given an office at the Input/Output facility in Stafford, Texas.

At least three other individuals from DigiCOURSE's Houston sales
office
moved into Input/Output's offices in Stafford, Texas. While continuing as
DigiCOURSE
employees, they received Input/Output e-mail addresses and access to
Input/Output's
internal reports and e-mail systems.

Under the authority of the president of Input/Output, all these
employees,
including Mr. Kelm, obtained business cards bearing Input/Output titles.
These cards
were distributed to DigiCOURSE customers and others.

The phones La all DigiCOURSE offices were answered under
the
Input/Output name.

Mr. Kelm, while continuing as President of DigiCOURSE, traveled
to the
United Kingdom to resolve a commercial dispute between Input/Output
and one of its
customers, Horizon Exploration, Ltd. With the assistance of Mr. Peek and
another
DigiCOURSE employee who resided in the United Kingdom, Mr. Kelm
negotiated a
settlement with Horizon Exploration, Ltd. On October 27, 1998, Mr. Kehn
accepted the
settlement on behalf of Input/Output by signing the term sheet.

Mr. Kehn, while continuing as President of DigiCOURSE, was
consulted
by Input/Output officials and asked to review and comment upon the
possible acquisition
by Input/Output of another marine equipment company.

Mr. Kelm's duties as President of Input/Output Marine
included
management of DigiCOURSE's business.

16. The actions described in paragraphs 13 through 15, by which
Input/Output, in connection with its contract to acquire DigiCOURSE, took operational
control of DigiCOURSE's business, constituted a transfer of beneficial ownership of
DigiCOURSE to Input/Output prior to the expiration of the waiting period.

17. On or about November 3, 1998, all parties took steps to halt the premature
consummation of the acquisition. DigiCOURSE officials vacated their Input/Output offices,
leaving behind any internal Input/Output materials, turning hi Input/Output business
cards, and
terminating participation in Input/Output Marine's business. Input/Output also sent
letters to its
customers stating that the acquisition had not yet been consummated and asking them to
contact
Input/Output officials with questions regarding its own product line.

18. The waiting period under the HSR Act expired on November 13, 1998.

19. The HSR Act and the HSR Rules required Defendants Input/Output and Laitram
to file notification and observe a waiting period before implementing the acquisition.

20. Defendants Input/Output and Laitram did not comply with the waiting period
requirements of the HSR Act and HSR Rules before implementing the acquisition.

21. Defendants Input/Output and Laitram were continuously hi violation of the HSR
Act during the period beginning on or about October 10,1998, and ending on November 3,
1998.

PRAYER

WHEREFORE, Plaintiff prays:

1. That the Court adjudge and decree that Defendant Input/Output's acquisition of
DigiCOURSE on or about October 10, 1998 was in violation of the HSR Act and that
Defendants Input/Output and Laitram were in violation of the HSR Act each day of the
period
beginning on or about October 10, 1998 and ending on November 3, 1998;